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Peninsula Gaming Reports Results for the Third Quarter and Nine Months Ended September 30, 2012

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DUBUQUE, Iowa--(BUSINESS WIRE)--

Peninsula Gaming, LLC (the "Company") today announced financial results for the third quarter and nine months ended September 30, 2012. The Company is the parent of (i) Diamond Jo, LLC ("DJL"), which owns and operates the Diamond Jo Casino in Dubuque, Iowa, (ii) Diamond Jo Worth, LLC ("DJW"), which owns and operates the Diamond Jo Casino in Worth County, Iowa, (iii) The Old Evangeline Downs, L.L.C. ("EVD"), which owns and operates the Evangeline Downs Racetrack and Casino in Opelousas, Louisiana and four off-track betting parlors in Louisiana, (iv) Belle of Orleans, L.L.C. (“ABC”), which owns and operates the Amelia Belle Casino in Amelia, Louisiana, and (v) Kansas Star Casino, LLC ("KSC"), which owns the assets of the Kansas Star Casino, Hotel and Event Center in Mulvane, Kansas (excluding lottery gaming equipment, which is owned by the State of Kansas) and manages the lottery gaming operations on behalf of the State of Kansas ("Kansas Star"), which opened its interim facility on December 20, 2011.

Third Quarter 2012 Highlights

• Total net revenue increases 55% to $130.3 million

• Kansas Star operations continue to be strong with net revenue of $46.4 million and Adjusted EBITDA of $23.3 million in its third full quarter of operations

• Consolidated Adjusted EBITDA increases 86% to $47.2 million

Merger Agreement

On May 16, 2012, Peninsula Gaming Partners, LLC (“PGP”), the parent of the Company, and the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Boyd Gaming Corporation (“Boyd”), Boyd Acquisition II, LLC, a newly formed indirect wholly-owned subsidiary of Boyd (“Holdco”), and Boyd Acquisition Sub, LLC, a newly formed direct wholly-owned subsidiary of Holdco (“Merger Sub”). The Merger Agreement provides, among other things, that upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company, with the Company surviving as a direct wholly-owned subsidiary of Holdco (the “Merger”). Following the Merger, the Company will be an indirect wholly-owned subsidiary of Boyd.

Upon the terms and subject to the conditions of the Merger Agreement, which has been approved and adopted by each of the board of managers of PGP and the board of directors of Boyd, Boyd will acquire the Company for approximately $1.45 billion, net of certain expenses and adjustments, which will consist of (i) cash, (ii) the refinancing of the Company's existing indebtedness and (iii) a promissory note issued by Holdco to PGP in a principal amount of approximately $144 million, which amount is subject to adjustment based on the Company's outstanding debt, cash, working capital, certain assets, liabilities and costs, and transaction expenses at the closing of the Merger, as well as any indemnification claims in accordance with the terms of the Merger Agreement. In addition, Holdco is obligated to make an additional payment to PGP in 2016 if KSC's EBITDA, as defined in the Merger Agreement, for 2015 exceeds $105 million. The additional payment would be in an amount equal to 7.5 times the amount by which KSC's 2015 EBITDA exceeds $105 million.

The Merger Agreement contains certain termination rights for both PGP and Boyd and further provides that, in connection with the termination of the Merger Agreement under specified circumstances, Boyd may be required to pay PGP a termination fee of up to $45 million.

The completion of the Merger is subject to various conditions, including, among others, (i) obtaining approval of certain gaming regulators, and (ii) the termination or expiration of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). On June 4, 2012 the Federal Trade Commission granted early termination of the applicable waiting periods under the HSR Act. The transaction was approved on September 27, 2012 by the Iowa Racing and Gaming Commission. On September 28, 2012, the transaction received the approval of the Louisiana State Racing Commission, which is the first of two approvals required by Louisiana regulators.

Subject to the satisfaction or waiver of conditions in the Merger Agreement, the transaction is expected to close in November 2012.

   

Operating Results

 
($ in thousands)
Three months ended September 30,

Nine months ended September 30,

2012     2011     % change 2012     2011     % change
Total net revenues $ 130,281     $ 83,873       55.3 % $ 398,212     $ 248,768       60.1 %
 
Consolidated Adjusted EBITDA (1) $ 47,176 $ 25,356 86.1 % $ 149,799 $ 75,927 97.3 %
 
Income from operations $ 33,980 $ 12,760 166.3 % $ 108,927 $ 43,518 150.3 %
 
Net income (loss) $ 17,213 $ (3,757) NM $ 56,846 $ (5,984) NM
 
 
($ in thousands) Net Revenues by property Net Revenues by property
Three months ended September 30, Nine months ended September 30,
  2012     2011     % change 2012     2011     % change
Diamond Jo Dubuque $ 17,116     $ 17,970       -4.8 % $ 52,268     $ 51,962       0.6 %
 
Diamond Jo Worth $ 25,015 $ 24,607 1.7 % $ 74,102 $ 70,687 4.8 %
 
Evangeline Downs $ 29,305 $ 28,799 1.8 % $ 91,445 $ 88,850 2.9 %
 
Amelia Belle $ 12,475 $ 12,497 -0.2 % $ 38,485 $ 37,269 3.3 %
 
Kansas Star $ 46,370     $ -     NM   $ 141,912     $ -     NM  
 
Total $ 130,281     $ 83,873       55.3 % $ 398,212     $ 248,768       60.1 %
 
           
($ in thousands) Adjusted EBITDA(1) by property Adjusted EBITDA(1) by property
Three months ended September 30, Nine months ended September 30,
2012     2011     % change 2012     2011     % change
Diamond Jo Dubuque $ 6,169 $ 6,484   -4.9 % $ 18,036 $ 18,297   -1.4 %
Margin 36.0 % 36.1 % -10 bp 34.5 % 35.2 % -70 bp
 
Diamond Jo Worth $ 10,720 $ 10,399 3.1 % $ 31,091 $ 29,237 6.3 %
Margin 42.9 % 42.3 % +60 bp 42.0 % 41.4 % +60 bp
 
Evangeline Downs $ 7,009 $ 6,913 1.4 % $ 24,318 $ 23,722 2.5 %
Margin 23.9 % 24.0 % -10 bp 26.6 % 26.7 % -10 bp
 
Amelia Belle $ 3,524 $ 3,707 -4.9 % $ 12,144 $ 11,348 7.0 %
Margin 28.2 % 29.7 % -150 bp 31.6 % 30.4 % +120 bp
 
Kansas Star $ 23,295 $ - NA $ 73,097 $ - NA
Margin 50.2 % - NA 51.5 % - NA
 
Consolidated Property Adjusted EBITDA (1) $ 50,717 $ 27,503 84.4 % $ 158,686 $ 82,604 92.1 %
Margin 38.9 % 32.8 % +610 bp 39.8 % 33.2 % +660 bp
 
(1)   See “Non-GAAP Financial Measures” for a definition of Adjusted EBITDA, Consolidated Adjusted EBITDA and Consolidated Property Adjusted EBITDA and more information relating to such non-GAAP financial measures.
 

Third Quarter 2012 Results

Consolidated net revenues for the third quarter of 2012 were $130.3 million, Consolidated Property Adjusted EBITDA was $50.7 million and Consolidated Adjusted EBITDA was $47.2 million. For the third quarter of 2011, consolidated net revenues were $83.9 million, Consolidated Property Adjusted EBITDA was $27.5 million and Consolidated Adjusted EBITDA was $25.4 million.

For the third quarter 2012, on a U.S. generally accepted accounting principles ("GAAP") basis, the Company reported net income of $17.2 million. Net loss for the third quarter 2011 on a GAAP basis was $3.8 million.

Nine Months Ended September 30, 2012 Results

For the nine months ended September 30, 2012, consolidated net revenues were $398.2 million, Consolidated Property Adjusted EBITDA was $158.7 million and Consolidated Adjusted EBITDA was $149.8 million. For the nine months ended September 30, 2011, consolidated net revenues were $248.8 million, Consolidated Property Adjusted EBITDA was $82.6 million and Consolidated Adjusted EBITDA was $75.9 million.

On a GAAP basis, for the nine months ended September 30, 2012, the Company reported net income of $56.8 million. Net loss for the nine months ended September 30, 2011 on a GAAP basis was $6.0 million.

Property Highlights

Diamond Jo Dubuque

Net revenues at DJL for the third quarter of 2012 were $17.1 million, a decrease of $0.9 million from $18.0 million in the third quarter of 2011. Net revenues for the third quarter of 2012 include casino revenues of $17.0 million and food and beverage and other revenues of $2.4 million, less promotional allowances of $2.3 million. Adjusted EBITDA at DJL decreased $0.3 million to $6.2 million in the third quarter of 2012 from $6.5 million in the third quarter of 2011.

For the nine months ended September 30, 2012, DJL's net revenues were $52.3 million, an increase of $0.3 million from $52.0 million for the prior year. Adjusted EBITDA at DJL decreased $0.3 million to $18.0 million for the nine months ended September 30, 2012, from $18.3 million in the prior year.

Diamond Jo Worth

Net revenues at DJW for the third quarter of 2012 were $25.0 million, an increase of $0.4 million from $24.6 million in the third quarter of 2011. Net revenues for the third quarter of 2012 include casino revenues of $23.0 million, food and beverage revenues of $1.2 million, and other revenues (primarily related to gasoline and merchandise sales at the convenience store located adjacent to the casino) of $3.1 million, less promotional allowances of $2.3 million. Adjusted EBITDA at DJW increased $0.3 million to $10.7 million in the third quarter of 2012 from $10.4 million in the third quarter of 2011.

For the nine months ended September 30, 2012, DJW's net revenues were $74.1 million, an increase of $3.4 million from $70.7 million for the prior year. Adjusted EBITDA at DJW increased $1.9 million to $31.1 million for the nine months ended September 30, 2012, from $29.2 million in the prior year.

Evangeline Downs

Net revenues at EVD for the third quarter of 2012 were $29.3 million, an increase of $0.5 million from $28.8 million in the third quarter of 2011. Net revenues for the third quarter of 2012 include casino revenues of $23.8 million, racing and off-track betting revenues of $4.2 million, video poker revenues of $1.4 million, and food and beverage and other revenues of $3.0 million, less promotional allowances of $3.1 million. Adjusted EBITDA at EVD increased $0.1 million to $7.0 million in the third quarter of 2012 from $6.9 million in the third quarter of 2011.

For the nine months ended September 30, 2012, EVD's net revenues were $91.4 million, an increase of $2.5 million from $88.9 million for the prior year. Adjusted EBITDA at EVD increased $0.6 million to $24.3 million for the nine months ended September 30, 2012, from $23.7 million in the prior year.

Amelia Belle

Net revenues at ABC for the third quarter of 2012 were flat to third quarter of 2011 at $12.5 million. Net revenues for the third quarter of 2012 include casino revenues of $13.2 million and food and beverage and other revenues of $1.3 million, less promotional allowances of $2.0 million. Adjusted EBITDA at ABC decreased $0.2 million to $3.5 million in the third quarter of 2012 from $3.7 million in the third quarter of 2011.

Amelia Belle's third quarter operations were negatively impacted by Hurricane Isaac which hit the Louisiana coast in August 2012. In addition to the closure of the casino for two days, the hurricane impacted Amelia Belle's operations for the days leading up to the actual landfall of the hurricane as well as several days thereafter.

For the nine months ended September 30, 2012, ABC's net revenues were $38.5 million, an increase of $1.2 million from $37.3 million for the prior year. Adjusted EBITDA at ABC increased $0.8 million to $12.1 million for the nine months ended September 30, 2012, from $11.3 million in the prior year.

Kansas Star

Net revenues at KSC for the third quarter of 2012 were $46.4 million, the property's third full quarter of operations in its interim facility. Net revenues for the third quarter of 2012 include casino revenues of $47.6 million and food and beverage and other revenues of $1.8 million, less promotional allowances of $3.0 million. Adjusted EBITDA at KSC for the third quarter 2012 was $23.3 million.

For the nine months ended September 30, 2012, KSC's net revenues and Adjusted EBITDA were $141.9 million and $73.1 million, respectively.

We plan to complete phase 1B of the Kansas Star project earlier than expected and are projecting an opening of this phase in December 2012.

General Corporate

General corporate Adjusted EBITDA was $(3.5) million for the third quarter of 2012 compared to ($2.1) million for the same period in 2011. For the nine months ended September 30, 2012, general corporate Adjusted EBITDA was $(8.9) million compared to $(6.7) million during the prior year. The increases for the three and nine months ended September 30, 2012 is attributable primarily to an increase in payroll and travel related expenses due in part to the addition of the Kansas Star property.

Liquidity and Capital Resources

The Company ended the third quarter of 2012 with $35.6 million in cash and cash equivalents on hand and $5.0 million in restricted cash. Total debt outstanding was $678.2 million. After taking into account outstanding letters of credit, the Company had $39.2 million available under its $50.0 million revolving credit facility at September 30, 2012.

During the third quarter of 2012, the Company had cash outflows of $18.2 million related to capital expenditures. Of this amount, $16.3 million was related to the Kansas Star development. The Company had maintenance capital expenditures of approximately $1.9 million in the aggregate, which consisted primarily of slot machines and slot machine conversions at each of the properties and racing equipment at EVD.

Conference Call

The Company will not be hosting a third quarter 2012 conference call due to the pending Merger.

About Peninsula Gaming, LLC

Peninsula Gaming, LLC, through its subsidiaries, owns and operates the following casinos and off-track betting parlors: the Diamond Jo Casino in Dubuque, Iowa; the Evangeline Downs Racetrack and Casino in St. Landry Parish, Louisiana; four off-track betting parlors in Port Allen, Henderson, Eunice and St. Martinville, Louisiana; the Diamond Jo Casino in Worth County, Iowa; and the Amelia Belle Casino in Amelia, Louisiana. In addition, through its subsidiary, Peninsula Gaming owns the assets of the Kansas Star Casino, Hotel and Event Center in Mulvane, Kansas (excluding lottery gaming equipment, which is owned by the State of Kansas) and manages the lottery gaming operations on behalf of the State of Kansas. The Company was founded in 1999 and is based in Dubuque, Iowa. The Company is a subsidiary of Peninsula Gaming Partners, LLC.

Non-GAAP Financial Measures

We define EBITDA as earnings before interest, taxes, and depreciation and amortization. We define Adjusted EBITDA as EBITDA adjusted, as applicable, for pre-opening expense, affiliate management fees, merger-related expenses, gain or loss from equity affiliate, gain or loss on disposal of assets and gain on settlement. We define Consolidated Adjusted EBITDA as the Adjusted EBITDA of the Company on a consolidated basis. We define Consolidated Property Adjusted EBITDA as the sum of Adjusted EBITDA of each of our gaming properties at EVD, DJW, DJL, ABC and KSC. We believe that Consolidated Adjusted EBITDA and Consolidated Property Adjusted EBITDA are useful measures in evaluating our operating performance because (i) our investors and other interested parties use these measures as a measure of financial performance and debt service capabilities, (ii) our management uses these measures for internal planning purposes, including evaluating aspects of our operating budget, our ability to meet future debt service, and our capital expenditure and working capital requirements, and (iii) management use these measures for determining certain management compensation arrangements. We believe that Consolidated Adjusted EBITDA and Consolidated Property Adjusted EBITDA are more useful for these purposes than EBITDA because their use facilitates measuring operating performance on a more consistent basis by removing the impact of certain items not directly resulting from the operation of our business in the ordinary course.

However, EBITDA, Adjusted EBITDA, Consolidated Adjusted EBITDA and Consolidated Property Adjusted EBITDA are not measures of financial performance under GAAP. Accordingly, the use of these measures should not be construed as an alternative to operating income, as an indicator of the Company's operating performance, or as an alternative to cash flow from operating activities, as a measure of liquidity, or as an alternative to any other measure determined in accordance with GAAP. The Company has significant uses of cash, including capital expenditures, interest payments and debt principal repayments, which are not reflected in Consolidated Adjusted EBITDA or Consolidated Property Adjusted EBITDA.

Because Consolidated Adjusted EBITDA and Consolidated Property Adjusted EBITDA exclude some items that affect net income, the use of these measures may vary among companies and may not be comparable to similarly titled measures of other companies.

A reconciliation of Consolidated Property Adjusted EBITDA and Consolidated Adjusted EBITDA to net income on a GAAP basis is provided at the end of this release.

FORWARD-LOOKING STATEMENTS

This news release contains “forward-looking statements” within the meaning of the securities laws, including statements relating to the Company's outlook or expectations for earnings, revenues, expenses, depreciation and amortization, asset quality, cash flow measures, local economic conditions, or other future financial or business performance, strategies or expectations. The words “estimate,” “plan,” “project,” “forecast,” “expect,” “intend,” “anticipate,” “believe,” “seek,” “target,” “guidance,” “outlook” and similar expressions are intended to identify forward looking statements. These statements reflect management's judgment based on currently available information and involve a number of risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. With respect to these forward-looking statements, management has made assumptions regarding, among other things, economic trends, timely completion of construction of the Kansas Star, customer behaviors, the availability of financing and overall liquidity.

Future performance cannot be ensured. Actual results may differ materially from those in the forward looking statements. Some factors that could cause actual results to differ include but are not limited to: general economic conditions, competition, risks associated with new ventures, government regulation and changes in law, including licensure requirements, legalization of gaming, availability of financing on commercially reasonable terms, changes in interest rates, future terrorist acts, weather, environmental impacts, disruptions or delays in the construction of the Kansas Star, failure to consummate the Merger, and other risks referenced in our Annual Report on Form 10-K, including in Part I, Item 1A, “Risk Factors”, and from time to time in our other filings with the SEC.

Forward-looking statements speak only as of the date they were made, and the Company undertakes no obligation to update or revise any forward-looking statements in light of new information or future events. You should not place undue reliance on any forward-looking statements, which speak only as of the date of this release. The Company is not obligated to publicly update or release any revisions to these forward-looking statements to reflect any events or circumstances after the date of this news release.

             
Peninsula Gaming, LLC
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands)
 
 

Three Months

Ended

September 30,

2012

  Three Months

Ended

September 30,

2011

  Nine Months

Ended

September 30,

2012

Nine Months

Ended

September 30,

2011

REVENUES:
Casino $ 124,549 $ 77,437 $ 381,836 $ 229,903
Racing 4,176 4,007 11,580 11,921
Video poker 1,403 1,410 4,476 4,296
Food and beverage 8,299 7,043 25,295 20,417
Other 4,592 4,249 12,356 11,738
Less promotional allowances   (12,738)   (10,273)     (37,331)   (29,507)
Total net revenues   130,281   83,873     398,212   248,768
 
EXPENSES:
Casino 48,779 30,830 150,847 92,924
Racing 4,049 3,922 11,011 11,295
Video poker 1,120 1,185 3,460 3,485
Food and beverage 5,322 4,501 16,016 13,161
Other 3,264 3,252 8,309 7,960
Selling, general and administrative 20,571 14,827 58,770 43,305
Depreciation and amortization 10,465 7,099 31,239 21,463
Pre-opening expense 153 3,923 156 6,863
Affiliate management fees 2,286 1,565 7,049 4,708
Merger-related expenses 301 - 2,474 -
(Gain) loss on disposal of assets   (9)   9     (46)   86
Total expenses   96,301   71,113     289,285   205,250
 
INCOME FROM OPERATIONS   33,980   12,760     108,927   43,518
 
OTHER INCOME (EXPENSE):
Interest income 557 559 1,685 1,775
Interest expense, net of amounts capitalized (17,306) (17,079) (53,704) (51,215)
Loss from equity affiliate   (18)   3     (62)   (62)
Total other expense   (16,767)   (16,517)     (52,081)   (49,502)
 
NET INCOME (LOSS) $ 17,213 $ (3,757)   $ 56,846 $ (5,984)
 

Peninsula Gaming, LLC
Supplemental Data Schedule (Unaudited)
(In thousands)

The following is a reconciliation of Consolidated Property Adjusted EBITDA and Consolidated Adjusted EBITDA to Net Income (Loss):

  Three Months Ended

September 30, (1)

  Nine Months Ended

September 30, (1)

2012     2011 2012     2011
Diamond Jo Dubuque $ 6,169 $ 6,484 $ 18,036 $ 18,297
Diamond Jo Worth 10,720 10,399 31,091 29,237
Evangeline Downs 7,009 6,913 24,318 23,722
Amelia Belle 3,524 3,707 12,144 11,348
Kansas Star   23,295   -   73,097   -
Consolidated Property Adjusted EBITDA (1) 50,717 27,503 158,686 82,604
General Corporate   (3,541)   (2,147 )   (8,887)   (6,677 )
Consolidated Adjusted EBITDA (1) 47,176 25,356 149,799 75,927
Gain on settlement (2) - - - 711
Depreciation and amortization (10,465) (7,099 ) (31,239) (21,463 )
Pre-opening expense (153) (3,923 ) (156) (6,863 )
Affiliate management fees (2,286) (1,565 ) (7,049) (4,708 )
Merger-related expenses (301) - (2,474) -
Gain (loss) on disposal of assets 9 (9 ) 46 (86 )
Gain (loss) from equity affiliate (18) 3 (62) (62 )
Interest income 557 559 1,685 1,775
Interest expense, net of amounts capitalized   (17,306)   (17,079 )   (53,704)   (51,215 )
Net income (loss) $ 17,213 $ (3,757 ) $ 56,846 $ (5,984 )
 

__________________

 
(1)   See “Non-GAAP Financial Measures” for a definition of Adjusted EBITDA, Consolidated Adjusted EBITDA and Consolidated Property Adjusted EBITDA and more information relating to such non-GAAP financial measures.
(2) “Gain on settlement” relates to a gain on a financial settlement with the predecessor owner of ABC during the first quarter of 2011 and is included in Other revenues for the nine months ended September 30, 2011.
 

Peninsula Gaming, LLC
Natalie A. Schramm, 563-690-4977

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